Terms of Service

Last updated: October 6, 2026

These Nauta Terms and Conditions (“Nauta T&C’s”) together with each Order (collectively, the “Agreement”) constitute a binding Agreement between Nauta and Client. Unless expressly otherwise agreed by Nauta Technologies, LLC (“Nauta”) in advance and in writing, all access and use of any Services as defined herein provided by Nauta are governed by these Nauta T&C’s and each Order. In the event of any conflict between the terms and conditions of an Order and those of the Nauta T&C’s, the terms and conditions of the Order shall prevail. All defined terms used in these Nauta T&C’s, but not defined in these Nauta T&C’s, are defined in the Order. The Agreement supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions, and understandings, written or oral, with respect to any Services provided by Nauta and all past dealings or industry customs. An “Order” means an order form or other ordering document executed by both parties that incorporates these Nauta T&C’s. The “Effective Date” is the date specified in the Order or, if none is specified, the date of the last party’s signature. These terms apply to business customers. The version expressly identified in an Order applies to that Order; if no version is identified, the version published when that Order is executed applies. Publishing an updated version does not amend an existing Agreement; amendments require the parties’ agreement under Section 15.

Definitions

In this Agreement, the following terms shall have the meanings set forth below. Additional terms are defined within the relevant sections of this Agreement and shall have the meanings ascribed to them therein.

“Applicable Data Protection Laws”: All laws and regulations relating to the processing of Personal Data and privacy applicable to a party’s processing under this Agreement, including, to the extent applicable, the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), the General Data Protection Regulation (GDPR) and local EU member state implementations, and applicable data privacy laws in Latin America and other relevant jurisdictions.

“Company Data”: Any electronic data or information provided by a Client to Nauta, or processed by Nauta in connection with the Services. This includes, but is not limited to, data that is collected, stored, transferred, processed, disclosed, or otherwise handled by Nauta. Company Data is owned by the Client and is used by Nauta solely in connection with the Services and in accordance with the Client’s documented instructions. Company Data must be managed in compliance with Applicable Data Protection Laws.

“Client”: Any entity that directly contracts with Nauta to use Nauta’s services for processing data. These are typically, but not limited to, logistics companies, freight forwarders, or other entities in the supply chain industry. References to “Company” in this Agreement mean Client.

“Client Customer”: refers to the customers of a Client. These are typically the original controllers of the Personal Data processed through Nauta’s services. They may include, but are not limited to, shippers, consignees, or other parties involved in logistics transactions.

“Processor”: A natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller. In the context of Nauta’s services, Clients are typically processors, and Nauta itself is a sub-processor.

“Personal Data”: Any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Processing”: Any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Sub-processor”: An entity engaged by a Processor to assist in fulfilling data processing obligations on behalf of the Controller. In the context of Nauta’s services, Nauta may act as a Sub-processor when it processes Personal Data on behalf of its Clients (acting as Processors) who in turn process data on behalf of their Client Customers (acting as Controllers)

“Services”: Nauta will provide AI-powered document management SaaS and Services, including data extraction, standardization, and storage, as well as customized AI solutions for business process automation.

“User”: Has the meaning given in Section 1.1 (Services).

“Subscription Period”: Has the meaning given in Section 1.1 (Services).

“Subscription Fees”: Has the meaning given in Section 1.1 (Services).

“Passwords”: Has the meaning given in Section 3 (User Requirements).

Additional terms related to data privacy and protection shall have the meanings ascribed to them in the Nauta Privacy Policy, available at (https://www.getnauta.com/en/privacyPolicy), whose definitions are incorporated into this Agreement by reference solely for this purpose. In the event of any conflict between the definitions in this Agreement and those in the Privacy Policy, the definitions in this Agreement shall prevail.

Nauta Services

1.1. Services

Subject to the terms of this Agreement, Nauta will make available certain SaaS as further described in each Order to Client and Client’s authorized users (each, a “User”). Each Order sets forth (a) the nature of the Services provided by Nauta elected by Client, (b) the period the Services will be provided on a non-trial basis (each, a “Subscription Period”), (c) the number of Users authorized to use the Services, and (d) the fees for the Services per Subscription Period (“Subscription Fees”). Notwithstanding any terms to the contrary in this Agreement, (i) to the extent that a conflict arises between the terms and conditions of an Order and the terms and conditions of this Agreement, the Order will control, and (ii) Client is responsible for the acts and omissions of each User.

1.2. API Access

Nauta will use commercially reasonable efforts to promptly provide Client with access to Nauta’s application programming interface (“API”), which is part of the Services. Nauta will host the API and Client will access the API through the Services. Client acknowledges that the API and the API functionality is (a) only available through the Services, (b) not available separately, and (c) subject to the terms and conditions of this Agreement. Client will not access or use, or attempt to access or use, the API separately from the Services.

All capitalized terms relating to data privacy that are used in this Agreement but not defined herein shall have the meanings ascribed to them in the whose definitions are incorporated into this Agreement by reference solely for this purpose.

2. Support and Service Level Standards

Nauta will (a) provide the support for the Services described in Exhibit A (“Support Terms”), and (b) use commercially reasonable efforts to meet the service level standards described in Exhibit A (“Service Level Standards”). The Support Terms and Service Level Standards are incorporated into this Agreement by reference.

3. User Requirements

Client is responsible for maintaining the confidentiality of its User passwords, IDs, and other credentials and login information (collectively, “Passwords”), and Client agrees that Nauta has no liability with respect to the use of any Passwords. Client acknowledges that Passwords are personal to each User, and Client is responsible for ensuring that each Password is used only by the applicable User. Client must notify Nauta immediately if Client has reason to believe that the security of Client’s account has been compromised or if any of the Services have been accessed by any unauthorized individuals.

4. Fees and Payment Terms

4.1. Subscription Fees

Client will pay to Nauta the Subscription Fees in accordance with the payment terms set forth in the applicable Order. The Subscription Fees do not include taxes. Unless otherwise set forth in the Order, Nauta will invoice Client on a monthly basis in advance for the Subscription Fees, Client will pay all invoiced amounts to Nauta within thirty (30) days of the date of such invoice, and all payments must be made (a) in U.S. Dollars and (b) by bank wire transfer in immediately available funds to an account designated by Nauta.

4.2. Interest and Additional Terms

Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is paid in full. Client will be responsible for, and will pay all sales and similar taxes on, all license fees and similar fees levied upon the provision of the Services, excluding only taxes based solely on Nauta’s net income. Notwithstanding the foregoing, if applicable law requires Client to withhold any tax from a payment to Nauta, the amount payable shall be increased so that Nauta receives the full amount it would have received had no withholding been required. Notwithstanding any terms to the contrary in this Agreement, (a) except as expressly provided in Sections 5.3 and 9.4, Nauta will not be obligated to issue any refunds for Subscription Fees paid, and (b) Nauta, at its sole discretion, may modify its pricing during any Subscription Period, provided that modifications will only be effective as of the directly subsequent Subscription Period and only with the Client’s written consent.

4.3. Invoices

All Sales invoices will be in US dollars and will be due within thirty (30) days of the invoice date, unless otherwise set forth in the Order.

5. Term, Termination, and Effects of Termination

5.1. Term

This Agreement will have an initial term as set forth in the Subscription Period in the Order commencing on the Effective Date (the “Initial Term”). Thereafter, unless terminated as set forth in Section 5.2 (Termination) or otherwise provided in the Order, this Agreement will automatically renew for successive periods equivalent to the length of the Subscription Period (each period referred to as a Subscription Period) unless either party provides written notice of non-renewal no less than sixty (60) days prior to the end of the then-current Subscription Period.

5.2. Termination

In addition to Client’s faculty to terminate this Agreement in the events established in the sections above, either party may terminate this Agreement, for cause, if the other party materially breaches this Agreement and does not remedy such breach within thirty (30) days after its receipt of written notice of such breach. Further, notwithstanding any terms to the contrary in this Agreement, Nauta may suspend use of the Services (or any portion thereof) without any liability if Nauta reasonably determines that (a) Client or any of its Users are in breach of Sections 11.3 (Company Data) or 12 (Restrictions), or (b) that Nauta is required by any applicable law to suspend the Services.

5.3. Effects of Termination

Upon expiration or termination of this Agreement, all rights and licenses granted to Client will terminate and Client must pay all fees accrued through the effective date of termination. If Nauta terminates for Client’s uncured material breach, or Client terminates other than as expressly permitted by this Agreement, Client must also pay the remaining committed Subscription Fees for the then-current Subscription Period within thirty (30) days after termination. Installment billing does not reduce Client’s payment commitment, and this Section does not grant Client a termination-for-convenience right. If Client terminates under Section 5.2 for Nauta’s uncured material breach, Nauta will refund prepaid Subscription Fees attributable to the period after termination and Client will not owe Subscription Fees for that period. Termination under Section 9.4 is governed by that Section. Notwithstanding any terms to the contrary in this Agreement, (i) Sections 4. (Fees and Payment Terms), 5.3 (Effects of Termination), 7. (Disclaimer), 8. (Indemnification), 9 (Limitation of Liability), 10 (Confidentiality), 11.3 (Company Data), 11.4 (Nauta Analytic Data), 12. (Restrictions), 14. (Use of Trademarks), and 15. (General Provisions) will survive any termination or expiration of this Agreement, and (ii) no refunds will be issued except as expressly provided in this Section 5.3 or Section 9.4.

6. Representations and Warranties

Client represents, warrants, and covenants that (i) it possesses the necessary rights and consents to grant Nauta the rights set forth in this Agreement with respect to the Company Data, (ii) neither the Company Data nor the use of any Company Data (as set forth in this Agreement) infringes, misappropriates, or violates any rights of any User or any third party, and (iii) all of the Company Data is (and was) collected, stored, transferred, processed, disclosed, and otherwise handled by Client and any individual or entity acting on Client’s behalf in accordance with all Applicable Data Protection Laws. Client shall ensure that it has a valid legal basis for processing the Personal Data, including obtaining any necessary consent from Data Subjects, and shall provide Data Subjects with all necessary information regarding the processing of their Personal Data, in accordance with the GDPR and other Applicable Data Protection Laws. Client shall indemnify and hold harmless Nauta from any claims, damages, or fines arising from Client’s breach of its obligations under the GDPR or other Applicable Data Protection Laws.

7. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. AI-generated outputs may contain errors. Client is responsible for reviewing and validating outputs before relying on them in its business operations. This responsibility does not relieve Nauta of its express obligations under this Agreement.

8. Indemnification

Nauta, at its sole expense, will defend Client from and against any and all claims, suits, actions, or proceedings (each a “Claim”) brought by a third party and indemnify Client from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest, and disbursements) (“Losses”) that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance and in writing, by Nauta resulting from or arising in connection with the Services (solely in the form delivered to Client) infringing any Intellectual Property Rights (as defined in Section 9.4 (Intellectual Property Rights)) of any third party. Nauta has no obligation under this Section to the extent a Claim would not have arisen but for (a) Company Data or specifications supplied by Client; (b) modifications not made or authorized by Nauta; (c) combination with products, data or services not supplied or required by Nauta; or (d) use in breach of this Agreement or continued use after Nauta has notified Client of the infringement and provided a non-infringing alternative or terminated the affected Services under Section 9.4. Nauta’s defense and indemnification obligations, including defense costs, are subject to Section 9. Client, at its sole expense, will defend Nauta, its affiliates, and its and their respective directors, officers, employees, consultants, and agents (“Nauta Parties”) from and against any Claim and indemnify the Nauta Parties from any related Losses resulting from or arising in connection with (a) any alleged or actual breach of this Agreement (including, but not limited to, any of Client’s representations, warranties, or covenants), (b) any Company Data, (c) any act or omission of a User with respect to the Services, or (d) any violation of any Applicable Data Protection Laws by Client or any individual or entity acting on Client’s behalf. The indemnifying party’s indemnification obligations under this Section 8 (Indemnification) are conditioned upon the indemnified party (i) giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of it, (ii) granting the indemnifying party the option to solely control the defense (including the right to use its own counsel) and settle the Claim (except that the indemnified party must approve any settlement that requires an affirmative obligation of the indemnified party), and (iii) providing reasonable cooperation to the indemnifying party and assistance in the Claim’s defense or settlement.

9. Limitation of Liability

9.1. Consequential Damages Waiver

SUBJECT TO SECTION 9.3, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THIS EXCLUSION DOES NOT APPLY TO CLIENT’S PAYMENT OBLIGATIONS, CLIENT’S BREACH OF SECTIONS 10 (CONFIDENTIALITY) OR 12 (RESTRICTIONS), CLIENT’S INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF NAUTA’S INTELLECTUAL PROPERTY RIGHTS, OR CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 6 OR 8. AMOUNTS PAYABLE TO THIRD PARTIES AND REASONABLE DEFENSE COSTS COVERED BY NAUTA’S INDEMNITY UNDER SECTION 8 ARE NOT EXCLUDED BY THIS SECTION 9.1, BUT REMAIN SUBJECT TO SECTION 9.2.

9.2. Liability Cap

SUBJECT TO SECTION 9.3 AND THE EXCEPTIONS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE UNDER THE AFFECTED ORDER FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY (THE “FEE BASE”). IF THAT EVENT OCCURS DURING THE FIRST TWELVE (12) MONTHS OF THE ORDER, THE FEE BASE WILL BE THE SUBSCRIPTION FEES COMMITTED FOR THE FIRST TWELVE (12) MONTHS OR, IF SHORTER, THE INITIAL SUBSCRIPTION PERIOD.

NAUTA’S TOTAL AGGREGATE LIABILITY FOR BREACH OF SECTION 10 (CONFIDENTIALITY), BREACH OF ITS DATA-PROTECTION OR SECURITY OBLIGATIONS UNDER THIS AGREEMENT OR AN APPLICABLE DATA PROCESSING AGREEMENT, INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF CLIENT’S INTELLECTUAL PROPERTY RIGHTS, AND ITS DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 WILL NOT EXCEED TWO (2) TIMES THE FEE BASE. THIS HIGHER CAP IS A COMBINED LIMIT FOR ALL SUCH CLAIMS, INCLUDES DEFENSE COSTS, AND IS NOT ADDITIONAL TO THE GENERAL CAP. AMOUNTS COUNTED TOWARD THE GENERAL CAP ALSO COUNT TOWARD THE HIGHER CAP. AN APPLICABLE DATA PROCESSING AGREEMENT WILL OVERRIDE THESE LIMITS ONLY IF IT EXPRESSLY DOES SO.

THE CAPS IN THIS SECTION 9.2 DO NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS, CLIENT’S BREACH OF SECTIONS 10 OR 12, CLIENT’S INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF NAUTA’S INTELLECTUAL PROPERTY RIGHTS, OR CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 6 OR 8.

9.3. Failure of Essential Purpose

MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. SUBJECT TO THAT SENTENCE, THIS SECTION 9 (LIMITATION OF LIABILITY) WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9.4. Intellectual Property Rights

Nauta retains all Intellectual Property Rights in and to the SaaS and any Services provided under this Agreement. In the event of any claim brought by a third party that all or a portion of the Services infringes, misappropriates, or otherwise violates any Intellectual Property Right of a third party or if Nauta believes such a claim may be brought, Nauta may, in its sole discretion (a) replace the applicable Services, (b) modify the applicable Services, (c) procure for Client the right to continue using the Services, or (d) terminate the affected Services upon thirty (30) days’ written notice to Client. If Nauta terminates affected Services under this Section, notwithstanding Sections 4.2 and 5.3, Nauta will refund prepaid Subscription Fees attributable to those Services for the period after termination, and Client will not owe future Subscription Fees for those terminated Services. Subject to Sections 9.1 through 9.3, Section 8 (Indemnification) and this Section 9.4 (Intellectual Property Rights) set forth Client’s sole remedy and Nauta’s sole obligation for the claims described in this Section 9.4 (Intellectual Property Rights). For the purpose of this Agreement, “Intellectual Property Rights” means all patent rights, copyrights, moral rights, trademark rights, trade secret rights, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations, for any of the foregoing.

10. Confidentiality

10.1. Definition

“Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) concerning or related to this Agreement or the Disclosing Party (whether before, on, or after the Effective Date) that is marked “Confidential” or “Proprietary” or with similar designation by the Disclosing Party, at the time of initial disclosure to the Receiving Party or, if the Disclosing Party makes an oral disclosure, the Disclosing Party, within 10 days of such oral disclosure, notifies the Receiving Party in writing that the information disclosed by the Disclosing Party should be treated as confidential/proprietary to the Disclosing Party.

10.2. Obligations

The Receiving Party will maintain in confidence the Confidential Information during the term of this Agreement and for the 2-year period commencing upon the effective date of termination of this Agreement and will not use such Confidential Information except as expressly permitted in this Agreement. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations or exercising the Receiving Party’s rights under this Agreement. In addition, the Receiving Party will only disclose Confidential Information to its directors, officers, employees, vendors, and/or contractors who have a need to know such Confidential Information in order to perform their duties under this Agreement, provided such directors, officers, employees, vendors, and/or contractors are under a written obligation to maintain the confidentiality of the Confidential Information. Each party agrees that the non-public terms and conditions of this Agreement, including the Order and negotiated commercial terms, will be treated as Confidential Information of both parties and will not be disclosed to any third party; provided, however, that each party may disclose the terms and conditions of this Agreement in confidence (a) to such party’s legal counsel, accountants, banks, financing sources, and their advisors, (b) in connection with the enforcement of this Agreement or rights under this Agreement, or (c) in connection with an actual or proposed equity investment, merger, acquisition, or similar transaction.

10.3. Exceptions

Confidential Information will not include information that: (a) is or becomes publicly available without breach of this Agreement through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a non-disclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to be disclosed by law or by a subpoena or order issued by a court of competent jurisdiction (each, a “Court Order”), but solely on the conditions that the Receiving Party: (i) to the extent legally permitted, gives the Disclosing Party prompt written notice of the Court Order and, where reasonably practicable, within 24 hours after receiving it; and (ii) cooperates fully with the Disclosing Party before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to the disclosure of the information required by the Court Order and seek a protective order or other appropriate relief. In the event of any dispute between the parties as to whether specific information is within one or more of the exceptions set forth in this Section 10 (Confidentiality), the Receiving Party will bear the burden of proof, by clear and convincing evidence, that such information is within the claimed exception(s).

10.4. Remedies

The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information will result in irreparable injury to the Disclosing Party, which injury could not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, the Disclosing Party will be entitled to seek and obtain injunctive relief against any breach or threatened breach by the Receiving Party of the confidentiality obligations set forth in this Agreement, from any court of competent jurisdiction, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security.

11. Data and Security

11.1. Security & Retention/Disposal

Nauta, in its role as a Processor or Sub-processor, as applicable, will implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects. Nauta will comply with all data retention and erasure (or destruction) requirements under the Applicable Data Protection Laws, including but not limited to the GDPR, CCPA, CPRA, and other relevant laws in territories where Nauta, its Clients, and Client Customers operate. Nauta will assist Clients in fulfilling Data Subjects’ requests for erasure of their Personal Data.

11.2. Notification and Audit

If Nauta learns or has reason to believe that there has been a personal data breach, as defined in Applicable Data Protection Laws, Nauta will inform the relevant Client(s) without undue delay after becoming aware of it and will comply with any notification requirements under the Applicable Data Protection Laws.

11.3. Company Data

As between the parties and subject to the limited grant set forth in this Section 11.3, Clients own all Company Data. During the terms of this Agreement, Clients grant to Nauta a non-exclusive, royalty-free, worldwide, sub-licensable right and license to process all Company Data solely in connection with the Services and in accordance with the Client’s documented instructions. Prior to granting Nauta access to Company Data, Clients warrant that they have obtained:

(a) All necessary rights and consents from their Client Customers and Data Subjects to grant Nauta the rights set forth in this Agreement with respect to such Company Data, and (b) Assurance that all Company Data has been collected, stored, transferred, processed, disclosed, and otherwise handled in accordance with all Applicable Data Protection Laws, particularly in consideration of Nauta’s position in the Data Supply Chain as a Sub-processor.

11.4. Nauta Analytic Data

Clients acknowledge and agree that Nauta may monitor, collect, use, and store anonymous and aggregate statistics regarding use of the Services and/or any individuals/entities that interact with the Services (collectively, “Nauta Analytic Data”), provided that such Nauta Analytic Data does not include any Personal Data or allow for the re-identification of any Data Subject. The use of Nauta Analytic Data shall comply with all Applicable Data Protection Laws.

11.5. Data Processing Terms

Where Applicable Data Protection Laws require a data processing agreement or international transfer safeguards, the parties will enter into those arrangements before the relevant processing or transfer begins. Any such data processing agreement governs in the event of a conflict concerning the processing of Personal Data, subject to Section 9.2. The Privacy Policy does not replace a required data processing agreement.

12. Restrictions

Except as expressly authorized by this Agreement, Client may not (a) modify, disclose, alter, translate, or create derivative works of the Services (or any components thereof); (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (or any components thereof); (c) use the Services to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions; (d) copy, frame, or mirror any part or content of the Services; (e) build a competitive product or service, or copy any features or functions of the Services; (f) interfere with or disrupt the integrity or performance of the Services; (g) attempt to gain unauthorized access to the Services or their related systems or networks; (h) disclose to any third party any performance information or analysis relating to the Services; (i) remove, alter, or obscure any proprietary notices in or on the Services, including copyright notices; (j) disclose or make available Passwords that Nauta has provided to Client or the Users; (k) copy or retain any part of the Services except as permitted by their intended functionality, provided that this restriction does not limit Client’s rights in Company Data; (l) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to create the source code of the Services or their structural framework (in whole or in part), or perform any process intended to determine the source code for the Services; (m) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services or the functionality of the Services; (n) take any action that imposes an unreasonable or disproportionately large load on the Services; (o) use the Services for any purpose that is illegal in any way or that advocates illegal activity; or (p) cause or permit any User or third party to do any of the foregoing.

13. Force Majeure

Neither party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control, including, but not limited to, acts of God, flood, fire, earthquake, or explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, sabotage or piracy, riot or other civil unrest, government order, law, or action, embargoes, or blockades in effect on or after the date of this Agreement, strikes, labor stoppages, or slowdowns or other industrial disturbances, interruption, or termination of any services provided by any service providers used by Nauta, and plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis (including, quarantine or other employee restrictions) (each a “Force Majeure Event”).

14. Use of Trademarks

Each party shall strictly comply with all standards with respect to the other party’s Trademarks contained herein or which may be furnished by such party from time to time. All uses of the other party’s Trademarks shall inure to the benefit of the party owning such Trademark and shall be used for commercial purposes only with the prior authorization of the other party. Either party may update or change the list of Trademarks usable by the other party hereunder at any time by written notice to the other party.

15. General Provisions

This Agreement (together with the attached exhibit(s)) sets forth the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes all prior agreements or understanding with respect to such subject matter and all past dealing or industry custom. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without resorting to its conflict of law provisions. Nauta may, by itself or through an independent third party, audit Client’s use of the Services to verify Client’s compliance with this Agreement. Client agrees to provide reasonable access to Client’s facilities and records for purposes of conducting these audits. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments, or other feedback provided by Client to Nauta with respect to Nauta or the Services (collectively, “Feedback”) will constitute Confidential Information of Nauta. Further, Nauta will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise. Client hereby assigns to Nauta all right, title, and interest Client may have in and to the Feedback (including all Intellectual Property Rights embodied in the Feedback). Notwithstanding any terms to the contrary in this Agreement, as between the parties and subject to the grants expressly set forth in this Agreement, Nauta owns all right, title, and interest in and to the Services and Nauta Analytic Data, together with any and all Intellectual Property Rights embodied in or related to the foregoing. Client consents to Nauta’s use of Client’s name and logo on the Nauta website, identifying Client as a customer of Nauta and describing Client’s use of the Services notwithstanding any terms to the contrary in this Agreement. Client agrees that Nauta may issue a press release identifying Client as customer of Nauta. To the extent permitted by applicable law, Client agrees that any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned, or delegated by Client, by operation of law or otherwise, without the prior written consent of Nauta, and any attempted transfer, assignment, or delegation without such consent will be void and without effect. Nauta may freely transfer, assign, or delegate this Agreement or its rights and duties under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors, and permitted assigns. No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a party unless clearly understood by the parties to be a modification or waiver and signed by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. Except where this Agreement expressly provides an exclusive remedy, all rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement are not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. This Agreement may be executed (a) in two or more counterparts, each of which will be deemed an original and all of which will together constitute the same instrument and (b) by the parties by exchange of signature pages by mail, facsimile, or email (if email, signatures in Adobe PDF or similar format).

16. Risk Management of Money Laundering and Financing of Terrorism

Either party may unilaterally and immediately terminate this Agreement, in the event that the other party, its administrators, members of the Board of Directors, legal representatives or shareholders, are included in any list for the control of money laundering and financing of terrorism administered by any national or foreign authority, such as the Office of Foreign Assets Control - OFAC, of the United States of America, as well as any other public list related to the subject of money laundering and financing of terrorism.

Each party irrevocably authorizes the other party to consult its information in the abovementioned lists or similar lists. Either party may also unilaterally and immediately terminate this Agreement in the event that the other party, its administrators, members of the Board of Directors, legal representatives or shareholders are investigated, in any jurisdiction, for the commission of conduct consisting of or related to money laundering, financing of terrorism, corruption, fraud, bribery, understood within the framework of current criminal law under such jurisdiction, or in the event that they are in violation with the provisions of the Foreign Corrupt Practices Act of the United States of America.‍

Exhibit A: Service Level Standards

These Service Level Standards apply to the Services as set forth in the Orders and the Nauta T&C’s.

Support Terms

Nauta will provide reasonable support through the support channels notified to Client. Unless an Order expressly states otherwise, no specific support response or resolution times are guaranteed.

Service Level Standards

Nauta will use commercially reasonable efforts to make the Services available 99.9% or more of the time during any calendar month. Subject to the exclusions set forth below, an outage will be defined as any time when the Services are not available due to a cause within the control of Nauta. The availability standard does not apply to any feature of the Services that Nauta identifies as a “beta” feature or service. Monthly availability equals (total minutes in the calendar month minus qualifying outage minutes) divided by total minutes in that month, multiplied by 100. Downtime covered by the exclusions below is not counted as qualifying outage minutes.

Service Credits

If Nauta fails to achieve 99.9% availability in a calendar month, Client will be eligible for the single applicable Service Credit below. Each credit is calculated only on Subscription Fees attributable to the affected Services for that month, excluding taxes and one-time fees. Prepaid fees covering multiple months will be allocated proportionately. Credits are not cumulative, and total Service Credits for a month will not exceed 8% of those monthly fees.

Monthly Service AvailabilityService Credit
99.9% or higher0%
99.0% or higher but less than 99.9%4%
Less than 99.0%8%

Service Credits are non-transferable and are not redeemable for cash. To receive a Service Credit, Client must contact Nauta in writing within sixty (60) days following the outage and demonstrate to Nauta’s reasonable satisfaction that Client’s use of the Services was adversely affected by the outage. Validated Service Credits will be applied against the next open invoice due to Nauta by Client. Subject to Section 9.3, Service Credits are Client’s sole monetary remedy for failure to meet the availability standard. This does not limit Client’s termination right under Section 5.2 or remedies for a separate breach of confidentiality, data-protection or security obligations, which remain subject to Section 9.

Exclusions

Nauta does not include in its calculation of downtime any time the Services are not provided due to: